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1、F-1 1 formf-1.htm As filed with the U.S.Securities and Exchange Commission on December 6,2024.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM F-1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 The Great Restaurant Development Holdings Limited(Exact

2、 name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 5812 Not Applicable(State or Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)Ground Floor a

3、nd 1st FloorNo.73 Chung On StreetTsuen Wan,New TerritoriesHong Kong(+852)2487 3337(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(212)947-7200(Name,address,including zi

4、p code,and telephone number,including area code,of agent for service)Copies to:William Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Ortoli Rosenstadt LLP366 Madison Avenue,3rd FloorNew York,NY 10017Telephone:212-588-0022 Huan Lou,Esq.Sichenzia Ross Ference Carmel LLP1185 Avenue of the America,31st Floor,New Y

5、ork,NY 10036Telephone:212-930-9700 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of thisRegistration Statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule

6、415 underthe Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registration s

7、tatement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post

8、-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the Registrant is an emerging growth compan

9、y as defined in Rule 405 of the Securities Act of1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theRegistrant has elected not to use the extended transition period for complying with any new or r

10、evised financial accountingstandards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5,2012.The Registrant he

11、reby amends this Registration Statement on such date or dates as may be necessary to delay its effectivedate until the Registrant shall file a further amendment which specifically states that this Registration Statement shallthereafter become effective in accordance with Section 8(a)of the Securitie

12、s Act of 1933 or until the Registration Statementshall become effective on such date as the Commission,acting pursuant to said Section 8(a),may determine.The information in this prospectus is not complete and may be changed or supplemented.We may not sell these securitiesuntil the Registration State

13、ment filed with the Securities and Exchange Commission of which this prospectus is a part iseffective.This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in anystate or jurisdiction where the offer or sale is not permitted.PRELIMINARY PR

14、OSPECTUSSubject to Completion,dated December 6,2024 The Great Restaurant Development Holdings Limited2,000,000 Ordinary Shares This is an initial public offering by our Company and the Selling Shareholder(defined below)of 2,000,000 ordinary shares(“Ordinary Shares”).We are a Cayman Islands exempted

15、company with limited liability with a principal place of business in HongKong through our wholly-owned subsidiary,First Grade Group(H.K.)Company Limited(“First Grade”or“OperatingSubsidiary”).We and Sincere Virtue Limited(“Sincere Virtue”or“Selling Shareholder”or“Controlling Shareholder”)are offering

16、 an aggregate2,000,000 Ordinary Shares on a firm commitment basis,of which 1,600,000 Ordinary Shares are offered by us and 400,000Ordinary Shares are offered by the Selling Shareholder.We anticipate that the initial public offering price of the Ordinary Shareswill be between US$4.00 and US$6.00 per

17、Ordinary Share.Prior to this Offering,there has been no public market for our Ordinary Shares.We have applied to list our Ordinary Shares on theNasdaq Capital Market under the symbol“HPOT.”This Offering is contingent upon the listing of our Ordinary Shares on theNasdaq Capital Market or another nati

18、onal securities exchange.There can be no assurance that we will be successful in listing ourOrdinary Shares on the Nasdaq Capital Market or another national securities exchange and,if this listing is not successful,thisOffering cannot be completed.We will not consummate and close this Offering witho

19、ut a listing approval letter from the NasdaqCapital Market.Investing in our ordinary shares involves a high degree of risk,including the risk of losing your entire investment.See“RiskFactors”beginning on page 19 to read about factors you should consider before buying our ordinary shares.We were inco

20、rporated in the Cayman Islands on March 8,2018,as a holding company of our business,which is primarilyoperated through our wholly-owned subsidiary,First Grade.Our Company is not a Chinese or Hong Kong operatingcompany but a Cayman Islands holding company with operations conducted by our subsidiary i

21、n Hong Kong SpecialAdministrative Region of the Peoples Republic of China(“Hong Kong”or“HK”).As a holding company with no materialoperations of our own,we conduct our operations solely through our HK-incorporated wholly-owned subsidiary,FirstGrade.Investors in our Ordinary Shares should be aware tha

22、t they will not and may never directly hold equity interests inthe Hong Kong operating subsidiary,First Grade,but rather purchasing equity solely in our Cayman Islands holdingcompany,The Great Restaurant Development Holdings Limited.Investors of our Ordinary Shares are not purchasing andmay never di

23、rectly hold equity interests in First Grade.This structure involves unique risks to the investors,and the PRCregulatory authorities could disallow this structure,which would likely result in a material change in the Companysoperations and/or a material change in the value of the securities the Compa

24、ny is registering for sale,including that suchevent could cause the value of such securities to significantly decline or become worthless.See“Risk Factors RisksRelating to Doing Business in the Jurisdiction in which our Operating Subsidiary Operates “Risk Factors RisksRelated to Doing Business in th

25、e Jurisdictions in which the Operating Subsidiaries Operate If the PRC governmentchooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment inMainland China-based issuers to Hong Kong-based issuers,such action may significantly limit or completel

26、y hinder ourability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantlydecline or be worthless”on page 30.The legal and operational risks associated in operating in the PRC may also apply to First Grades operations in HongKong,and we

27、 face the risks and uncertainties associated with the complex and evolving PRC laws and regulations and as towhether and how the recent PRC government statements and regulatory developments,such as those relating to data andcyberspace security,and anti-monopoly concerns,would be applicable to the Op

28、erating Subsidiaries and us,given thesubstantial operations of the Operating Subsidiaries in Hong Kong and the possibilities that Chinese government mayexercise significant oversight over the conduct of business in Hong Kong.In the event that First Grade is to become subjectto laws and regulations o

29、f the PRC,these risks could result in material costs to ensure compliance,fines,material changesin our operations and/or the value of the securities we are registering for sale,and/or could significantly limit or completelyhinder our ability to offer or continue to offer securities to investors and

30、cause the value of such securities to significantlydecline or be worthless.There is also no assurance that there will not be any changes in the economic,political and legalenvironment in Hong Kong in the future.If there is a significant change to current political arrangements betweenMainland China

31、and Hong Kong,companies operating in Hong Kong may face similar regulatory risks as those operated inthe PRC,including their ability to offer securities to investors,list their securities on a U.S.or other foreign exchange,andconduct their business or accept foreign investment.In light of PRC govern

32、ments recent expansion of authority in HongKong,there are risks and uncertainties which we cannot foresee for the time being,and rules,regulations and theenforcement of laws in the PRC can change quickly with little or no advance notice.See“Risk Factors Risks Related toDoing Business in the Jurisdic

33、tions in which the Operating Subsidiary Operates Through long arm provisions under thecurrent PRC laws and regulations,the PRC government may exercise significant oversight over the conduct of our businessand may intervene or influence our operations,which could result in a material change in our op

34、erations and/or the valueof our Ordinary Shares.Changes in the policies,regulations and rules and the enforcement of laws of the Chinesegovernment may also occur and our assertions and beliefs of the risk imposed by the PRC legal and regulatory systemcannot be certain”on page 27;and“If the PRC gover

35、nment chooses to extend the oversight and control over offerings thatare conducted overseas and/or foreign investment in Mainland China-based issuers to Hong Kong-based issuers,suchaction may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to invest

36、ors andcause the value of our Ordinary Shares to significantly decline or be worthless”on page 30.Neither we nor our HK based subsidiary is required to obtain permission from the Peoples Republic of China(“China”or“PRC”)government to list our Ordinary Shares on the Nasdaq Capital Market.We do not ex

37、pect to be subject to the cybersecurity review by the China Securities Regulatory Commission(“CSRC”)andthe Cyberspace Administration of China(“CAC”)in relation to this Offering,given that:(1)our Operating Subsidiary isincorporated in Hong Kong and is located in Hong Kong,(2)we have no subsidiary,var

38、iable interest entity(“VIE”)structure or any direct operations in mainland China,and(3)pursuant to the Basic Law of the Hong Kong SpecialAdministrative Region of the Peoples Republic of China(“Basic Law”),which is a national law of the PRC and theconstitutional document for Hong Kong,national laws o

39、f the PRC shall not be applied in Hong Kong,except for those listedin Annex III of the Basic Law(which is confined to laws relating to defense and foreign affairs,as well as other mattersoutside the autonomy of Hong Kong),we do not currently expect the Measures for Cybersecurity Review(2021),the PRC

40、Personal Information Protection Law and the Trial Administrative Measures of Overseas Securities Issuance and Listing byDomestic Enterprises(the“Trial Overseas Listing Measures”)to have an impact on our business,operations or thisOffering,as we do not believe that our Operating Subsidiary would be d

41、eemed to be an“Operator”that is required to filefor cybersecurity review before listing in the United States,because(i)our Operating Subsidiary was incorporated in HongKong and operate in Hong Kong without any subsidiary or VIE structure in mainland China and each of the Measures forCybersecurity Re

42、view(2021),the PRC Personal Information Protection Law and the Trial Overseas Listing Measuresremains unclear whether it shall be applied to a company based in Hong Kong;(ii)as of date of this prospectus,ourOperating Subsidiary has in aggregate collected and stored personal information of less than

43、one million users,and thatdata processed in our business does not have a bearing on national security and thus may not be classified as core orimportant data by the authorities;(iii)all of the data our Operating Subsidiary has collected is stored in servers located inHong Kong;and(iv)as of the date

44、of this prospectus,our Operating Subsidiary has not been informed by any PRCgovernmental authority of any requirement that it files for a cybersecurity review or a CSRC review.See Risk Factors Risks Relating to Doing Business in the Jurisdiction in which our Operating Subsidiary Operates We may beco

45、me subjectto a variety of PRC laws and other regulations regarding data protection or cybersecurity,and any failure to comply withapplicable laws and regulations could have a material and adverse effect on our business,financial condition and results ofoperations”on page 27.i The national laws adopt

46、ed by the PRC are generally not applicable to Hong Kong according to the Basic Law.The BasicLaw came into effect on July 1,1997.It is the constitutional document of Hong Kong,which sets out the PRCs basicpolicies regarding Hong Kong.The principle of“one country,two systems”is a prominent feature of

47、the Basic Law,whichdictates that Hong Kong will retain its unique common law and capitalist system for 50 years after the handover of HongKong by the United Kingdom in 1997.Under the principle of“one country,two systems”,Hong Kongs legal system,whichis different from that of the PRC,is based on comm

48、on law,supplemented by statutes.See“Risk Factors Risks Relatingto Doing Business in the Jurisdiction in which our Operating Subsidiary Operates HK and PRCs legal systems areevolving and have uncertainties that could limit the legal protection available to you and us”on page 31.Pursuant to Article 18

49、 of the Basic Law,national laws adopted by the PRC shall not be applied in Hong Kong,except forthose listed in Annex III to the Basic Law,such as the laws in relation to the national flag,national anthem,and diplomaticprivileges and immunities.Further,there is no legislation stating that the laws in

50、 Hong Kong should be commensurate withthose in the PRC.Despite the foregoing,the legal and operational risks of operating in China also apply to businessesoperating in Hong Kong and Macau.See“Risk Factors Risks Relating to Doing Business in the Jurisdiction in which ourOperating Subsidiary Operates

51、The Hong Kong legal system is subject to uncertainties in the interpretation andenforcement of PRC laws and regulations,which could change at any time with little advance notice and could limit thelegal protections available to our Operating Subsidiary”and us on page 31.Furthermore,there remains unc

52、ertainty as to how the existing PRC regulations will be interpreted or implemented andwhether the PRC regulatory agencies,including the CAC and the CSRC,may adopt new laws,regulations,rules,ordetailed implementation and interpretation.If any such new laws,regulations,rules,or implementation and inte

53、rpretationcomes into effect,we will take all reasonable measures and actions to comply and to minimize the adverse effect of suchlaws on us.Based on the foregoing,we cannot assure you that PRC regulatory agencies,including the CAC and the CSRC,will take the same view as we do.Similarly,there is no a

54、ssurance that we can fully or timely comply with such lawspromulgated by the CAC and the CSRC if an alternative view is applied to Hong Kong.In the event that we are subject toany mandatory cybersecurity review and other specific actions required by the CAC or filing procedures with the CSRC,we face

55、 uncertainty as to whether any clearance or other required actions can be timely completed,or at all.Given suchuncertainty,we may be further required to suspend our relevant business,shut down our website,or face other penalties,which could materially and adversely affect our business,financial cond

56、ition,and results of operations.See“Risk Factors Risks Relating to Doing Business in the Jurisdiction in which our Operating Subsidiary Operates We may become subjectto a variety of PRC laws and other regulations regarding data protection or cybersecurity,and any failure to comply withapplicable law

57、s and regulations could have a material and adverse effect on our business,financial condition and results ofoperations”and“The Opinions recently issued by the General Office of the Central Committee of the Communist Party ofChina and the General Office of the State Council and the New Overseas List

58、ing Rules promulgated by the CSRC maysubject us to additional compliance requirements in the future”on page 27 to 30.We believe that we have been in compliance with the data privacy and personal information requirements of the CAC forthe above-mentioned reasons.Further,we are not a PRC based“domesti

59、c company”for the purposes of the Trial OverseasListing Measures.As of the date of this prospectus,our Company and its subsidiaries have not received any inquiry,notice,warning,or sanctions regarding our planned overseas listing from the CSRC or any other PRC governmental authorities.None of our bus

60、iness activities appears to be within the immediate targeted areas of concern by the Chinese government.For more details,see“Risk Factors Risks Relating to Doing Business in the Jurisdiction in which our OperatingSubsidiary Operates We may become subject to a variety of PRC laws and other regulation

61、s regarding data protectionor cybersecurity,and any failure to comply with applicable laws and regulations could have a material and adverse effecton our business,financial condition and results of operations”on page 27.ii Pursuant to the Holding Foreign Companies Accountable Act(“HFCAA”),the Public

62、 Company Accounting OversightBoard United States(“PCAOB”)issued a Determination Report on December 16,2021 which found that the PCAOB isunable to inspect or investigate completely registered public accounting firms headquartered in:(1)the PRC because of aposition taken by one or more authorities in

63、mainland China;and(2)Hong Kong,a Special Administrative Region anddependency of the PRC,because of a position taken by one or more authorities in Hong Kong.Furthermore,as morestringent criteria have been imposed by the United States Securities and Exchange Commission(“SEC”)and the PCAOBrecently,our

64、Ordinary Shares may be prohibited from trading on a national exchange or over-the-counter under theHFCAA if the PCAOB is unable to inspect our auditors for two consecutive years beginning in 2021.On June 22,2021,theU.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act,and on D

65、ecember 29,2022,legislationentitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law,whichcontained,among other things,an identical provision to the Accelerating Holding Foreign Companies Accountable Act andamended the HFCAA by requiring the SEC to prohi

66、bit an issuers securities from trading on any U.S.stock exchanges if itsauditor is not subject to PCAOB inspections for two consecutive years,thus reducing the time period for triggering theprohibition on trading.Our auditor WWC,P.C.(“WWC”)is not subject to the determinations as to inability to insp

67、ect orinvestigate registered firms completely announced by the PCAOB on December 16,2021.Our auditor is headquartered inSan Mateo,California,and has been inspected by the PCAOB on a regular basis,with the last inspections in December2021.If trading in our Ordinary Shares is prohibited under the HFCA

68、A in the future because the PCAOB determines thatit cannot inspect or fully investigate our auditor at such future time,Nasdaq may determine to delist our Ordinary Sharesand trading in our Ordinary Shares could be prohibited.On August 26,2022,the PCAOB announced that it had signed aStatement of Prot

69、ocol(the“SOP”)with the CSRC and the Ministry of Finance of China.The SOP,together with twoprotocol agreements governing inspections and investigations(together,the“SOP Agreement”),establishes a specific,accountable framework to make possible complete inspections and investigations by the PCAOB of au

70、dit firms based inmainland China and Hong Kong,as required under U.S.law.On December 15,2022,the PCAOB announced that it wasable to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered inmainland China and Hong Kong completely in 2022.The PCAOB Boa

71、rd vacated its previous 2021 determinations that thePCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainlandChina and Hong Kong.However,whether the PCAOB will continue to be able to satisfactorily conduct inspections ofPCAOB-registered public

72、 accounting firms headquartered in mainland China and Hong Kong is subject to uncertaintiesand depends on a number of factors out of our and our auditors control.The PCAOB continues to demand complete accessin mainland China and Hong Kong moving forward and is making plans to resume regular inspecti

73、ons in early 2023 andbeyond,as well as to continue pursuing ongoing investigations and initiate new investigations as needed.The PCAOB hasalso indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed.See“Risk Factors Risks Relating to Doing Bus

74、iness in the Jurisdiction in which our Operating Subsidiary Operates A recentjoint statement by the SEC and the PCAOB,rule changes by Nasdaq,and the HFCAA all call for additional and morestringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors,

75、especiallythe non-U.S.auditors who are not inspected by the PCAOB.These developments could add uncertainties to our Offering.”on page 32.The Company holds all of the equity interests in the Operating Subsidiary in Hong Kong through a subsidiary incorporated in theBritish Virgin Islands.As we have a

76、direct equity ownership structure,we do not have any agreement or contract between ourCompany and any of its subsidiaries that are typically seen in a variable interest entity structure.Within our direct equity ownershipstructure,funds from foreign investors can be directly transferred to our Operat

77、ing Subsidiary in Hong Kong by way of capitalinjection or in the form of a shareholder loan from the Company following this offering.As a holding company,we may rely ondividends and other distributions on equity paid by our Operating Subsidiary in Hong Kong for our cash and financingrequirements.We

78、are permitted under the laws of the Cayman Islands and our memorandum and articles of association(asamended from time to time)to provide funding to our Hong Kong Operating Subsidiary through loans and/or capital contributions.Our Operating Subsidiary is permitted under the laws of Hong Kong to issue

79、 cash dividends to us without limitation on the size ofsuch dividends.However,if our Operating Subsidiary incurs debt on its own behalf,the instruments governing such debt mayrestrict their ability to pay dividends.As of the date of this prospectus,no transfers were made from the Company to its Oper

80、atingSubsidiary and our Operating Subsidiary has not encountered difficulties or limitations with respect to its ability to transfer cashbetween each other.As of the date of this prospectus,neither the holding company nor our Operating Subsidiary maintains cashmanagement policies or procedures dicta

81、ting the amount of such funding or how funds are transferred.See“Prospectus Summary-Transfers of Cash to and From Our Subsidiaries”on page 9,“Implications of Being a Holding Company”on page 15 and“Dividends and Dividend Policy”on page 44 of this prospectus.There can be no assurance that the PRC gove

82、rnment will notrestrict or prohibit the flow of cash in or out of Hong Kong.Any restrictions,prohibitions,interventions or limitations by the PRCgovernment on the ability of the Company or our Operating Subsidiary to transfer cash or assets in or out of Hong Kong may resultin these funds or assets n

83、ot being available to fund operations or for other uses outside of Hong Kong.See“Risk Factors-RisksRelating to Our Initial Public Offering and Ownership of Our Ordinary Shares-Because we may not expect to pay dividends in theforeseeable future,you may rely on price appreciation of our Ordinary Share

84、s for a return on your investment”on page 36.Foradditional information,see also the Companys consolidated financial statements for the six months ended June 30,2023 and 2024and the years ended December 31,2022 and 2023,and notes thereto starting on page F-1.For the six months ended June 30,2023 and

85、2024 and the financial years ended December 31,2022 and 2023,the Company haspaid dividend in the amount of$499,058,$1,395,961,$374,136 and$2,872,134,respectively,to offset the current accounts withdirectors and related parties.The Company also plans to distribute a dividend in the amount of approxim

86、ately US$1.2 million priorto the closing of this Offering(the“Pre-IPO Dividend”).Except for the anticipated Pre-IPO Dividend,Company intends to keepany future earnings to finance business operations,and does not anticipate that any cash dividends will be paid in the foreseeablefuture.See“Transfers o

87、f Cash to and From Our Subsidiaries”on page 9 and“Risk Factors Risks Relating to Doing Business inthe Jurisdiction in which our Operating Subsidiary Operates Because we may not expect to pay dividends in the foreseeablefuture,you may rely on price appreciation of our Ordinary Shares for a return on

88、your investment.”First Grade conducts its business in Hong Kong and some customers of our restaurants may be PRC individuals.Conductingbusiness in Hong Kong involves risks of uncertainty about any actions the Chinese government or authorities in Hong Kong maytake.See“Prospectus Summary-Recent Regula

89、tory Development in the PRC”beginning on page 12 and“Risk Factors RisksRelating to Doing Business in the Jurisdiction in which our Operating Subsidiary Operates”beginning on page 27.There are significant legal and operational risks associated with being based in or having the majority of our operati

90、ons in HongKong,including potential changes in the legal,political and economic policies of the Chinese government,and the relationsbetween China and the United States.Chinese or U.S.regulations may materially and adversely affect our business,financialcondition and results of operations.Any such ch

91、anges could significantly limit or completely hinder our ability to offer or continueto offer our securities to investors,and could cause the value of our securities to significantly decline or become worthless.Upon completion of this Offering,we will be a“controlled company”as defined under the Nas

92、daq Stock Market Rules as long asour majority and eventual controlling shareholder Sincere Virtue will be the beneficial owner of an aggregate of 18,600,000Ordinary Shares,which will represent 90.29%of the total issued and outstanding Ordinary Shares.For so long as we are acontrolled company under t

93、hat definition,we are permitted to elect to rely,and may rely,on certain exemptions from corporategovernance rules,including:an exemption from the rule that a compensation committee comprised solely of independent directors governed by acompensation committee charter oversee executive compensation;a

94、n exemption from the rule that the compensation of our chief executive officer must be determined or recommendedsolely by independent directors;an exemption from the rule that director nominees be selected or recommended for selection by either a majority of theindependent directors or a nomination

95、committee comprised solely of independent directors;and an exemption from the rule that independent directors have regularly scheduled meetings with only the independentdirectors present.iii As a result,you will not have the same protection afforded to shareholders of companies that are subject to t

96、hese corporategovernance requirements.Although we do not intend to rely on the“controlled company”exemption under the Nasdaq listingrules,we could elect to rely on this exemption in the future.If we elected to rely on the“controlled company”exemption,amajority of the members of our board of director

97、s might not be independent directors and our nomination and compensationcommittees might not consist entirely of independent directors upon closing of the Offering.If we cease to remain as a foreignprivate issuer,we may rely on these exemptions.Furthermore,Sincere Virtue will be able to exert signif

98、icant control over ourmanagement and affairs,including approval of significant corporate transactions.For additional information,see“Risk Factors Risks Relating to Our Initial Public Offering and Ownership of Our Ordinary Shares-Our Controlling Shareholder has substantialinfluence over the Company.I

99、ts interests may not be aligned with the interests of our other shareholders,and it could prevent orcause a change of control or other transactions”on page 38.We are an“Emerging Growth Company”and a“Foreign Private Issuer”under applicable U.S.federal securities laws and,as such,are eligible for redu

100、ced public company reporting requirements.Investing in our Ordinary Shares involves risks.Please see“Implications of Our Being an Emerging Growth Company”and“Implications of Our Being a Foreign PrivateIssuer”beginning on page 15 of this prospectus for more information.Per Share Total WithoutOver-All

101、otmentOption(3)Total With Over-Allotment Option Public offering price(1)US$5.00 US$10,000,000(4)US$11,200,000 Underwriting discounts and commissions(2)US$0.375 US$750,000 US$840,000 Proceeds to the Company before expenses to us(3)US$4.625 US$7,400,000 US$8,510,000 Proceeds to the Selling Shareholder

102、(3)US$4.625 US$1,850,000 US$1,850,000 (1)Initial public offering price per share is assumed to be US$5.00,which is the midpoint of the range set forth on the cover page ofthis prospectus.(2)We and the Selling Shareholder have agreed to pay the underwriters a discount/commission equal to 7.5%of the i

103、nitial offeringprice.This table does not include a non-accountable expense allowance equal to 1%of the gross proceeds received by us from thesales of the Ordinary Shares in this Offering payable to the underwriters.For a description of the other compensation to be receivedby the underwriters,see“Und

104、erwriting”beginning on page 128.(3)Excludes fees and expenses payable to the underwriters.See“Underwriting Underwriting Discounts and Expenses”on page128.(4)Includes US$8,000,000 gross proceeds from the sale of 1,600,000 Ordinary Shares offered by our Company and US$2,000,000gross proceeds from the

105、sale of 400,000 Ordinary Shares offered by the Selling Shareholder.This Offering is being conducted on a firm commitment basis and underwriters are obligated to take and pay for all of theshares if any such shares are taken.The underwriters have agreed to purchase and pay for all of the Ordinary Sha

106、resoffered by this prospectus if they purchase any Ordinary Shares.We have granted the underwriters an option for a periodof 45 days after the closing of this offering to purchase up to 15%of the total number of the Ordinary Shares to be offeredby us pursuant to this offering(excluding Ordinary Shar

107、es subject to this option),solely for the purpose of covering over-allotments,at the public offering price less the underwriting discounts.If the Underwriter exercises the option in full,thetotal underwriting discounts payable will be$840,000 based on an assumed offering price of$5.00 per Ordinary S

108、hare,which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus,andthe total gross proceeds to us,after underwriting discounts and expenses,will be$8,510,000.If we complete this Offering,net proceeds will be delivered to us and the Selli

109、ng Shareholder on the closing date.The underwriters expect to deliver theOrdinary Shares to the purchasers against payment therefor on or about 2024.Neither the United States Securities and Exchange Commission nor any state securities commission nor any otherregulatory body has approved or disapprov

110、ed of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.You should not assume that the information contained in the Registration Statement of which this prospectus is a part is accurate asof any date other than the date

111、 hereof,regardless of the time of delivery of this prospectus or of any sale of the Ordinary Sharesbeing registered in the Registration Statement of which this prospectus forms a part.No dealer,salesperson or any other person is authorized to give any information or make any representations in conne

112、ction withthis Offering other than those contained in this prospectus and,if given or made,the information or representations must not berelied upon as having been authorized by us.This prospectus does not constitute an offer to sell or a solicitation of an offer to buyany security other than the se

113、curities offered by this prospectus,or an offer to sell or a solicitation of an offer to buy any securitiesby anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.The date of this prospectus is,2024 iv TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1SPECIAL NOTE

114、 REGARDING FORWARD-LOOKINGS STATEMENTS2DEFINITIONS3PROSPECTUS SUMMARY7RISK FACTORS19USE OF PROCEEDS42CAPITALIZATION43DIVIDEND POLICY44DILUTION45SELECTED SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA46MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS47HISTORY AND COR

115、PORATE STRUCTURE63INDUSTRY OVERVIEW65BUSINESS74REGULATORY ENVIRONMENT AND THE LAWS AND REGULATIONS OF HONG KONG92MANAGEMENT103PRINCIPAL AND SELLING SHAREHOLDER109RELATED PARTY TRANSACTION110DESCRIPTION OF SHARE CAPITAL111CERTAIN CAYMAN ISLANDS COMPANY CONSIDERATIONS116SHARES ELIGIBLE FOR FUTURE SALE

116、121MATERIAL TAX CONSIDERATIONS122ENFORCEABILITY OF CIVIL LIABILITIES127UNDERWRITING128EXPENSES RELATED TO THIS OFFERING134LEGAL MATTERS135EXPERTS136WHERE YOU CAN FIND ADDITIONAL INFORMATION137INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 Until ,2024(the 25th day after the date of this prospectus),al

117、l dealers that buy,sell or trade our Ordinary Shares,whetheror not participating in this Offering,may be required to deliver a prospectus.This is in addition to the dealers obligation to delivera prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.v

118、ABOUT THIS PROSPECTUS Neither we,the Selling Shareholder nor any of the underwriters have authorized anyone to provide you with any information or tomake any representations other than as contained in this prospectus or in any related free writing prospectus.Neither we,theSelling Shareholder nor the

119、 underwriters take responsibility for,nor provide any assurance about the reliability of,any informationthat others may give you.This prospectus is an offer to sell only the securities offered hereby,and only under circumstances and injurisdictions where it is lawful to do so.The information contain

120、ed in this prospectus is accurate only as of the date of thisprospectus,regardless of the time of delivery of this prospectus or any sale of the securities.Our business,financial condition,results of operations and prospects may have changed since that date.For investors outside the United States:ne

121、ither we,the Selling Shareholder nor the underwriters have done anything that wouldpermit this Offering or possession or distribution of this prospectus in any jurisdiction,other than the United States,where actionfor that purpose is required.Persons outside the United States who come into possessio

122、n of this prospectus must inform themselvesabout,and observe any restrictions relating to,the offering of the Ordinary Shares and the distribution of this prospectus outside theUnited States.We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability and a

123、majority of ouroutstanding securities are owned by non-U.S.residents.Under the rules of the SEC,we currently qualify for treatment as a“foreignprivate issuer.”As a foreign private issuer,we will not be required to file periodic reports and financial statements with the SEC,asfrequently or as promptl

124、y as domestic registrants whose securities are registered under the Securities Exchange Act of 1934,asamended,or the Exchange Act.Unless otherwise indicated,all financial information contained in this prospectus is prepared and presented in accordance withgenerally accepted accounting principles in

125、the United States of America(“U.S.GAAP”or“GAAP”),and all information in thisprospectus assumes no exercise by the underwriters of their over-allotment option.Certain amounts,percentages and other figures included in this prospectus have been subject to rounding adjustments.Accordingly,amounts,percen

126、tages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of thosethat precede them,and amounts and figures expressed as percentages in the text may not total 100%or,when aggregated may notbe the arithmetic aggregation of the percentages that precede t

127、hem.Our reporting currency is the Hong Kong dollar.We make no representation that the Hong Kong dollar or U.S.dollar amountsreferred to in this prospectus could have been or could be converted into U.S.dollars or Hong Kong dollars,as the case may be,atany particular rate or at all.This prospectus co

128、ntains translations of certain HK$amounts into U.S.dollar amounts at specified rates solely for the convenienceof the reader.The relevant exchange rates are listed below:For the Year EndedDecember 31,2022 2023 Period Ended HK$:USD exchange rate 7.8015 7.8109 Period Average HK$:USD exchange rate 7.83

129、06 7.8292 Numerical figures included in this prospectus have been subject to rounding adjustments.Accordingly,numerical figures shown astotals in various tables may not be arithmetic aggregations of the figures that precede them.Investors should not place undue reliance on the facts,statistics and d

130、ata contained in this prospectus with respect to the economiesand the industry.Certain market and industry data included in this prospectus were obtained from independent third-party surveys,market research,publicly available information,reports of governmental agencies and industry publications and

131、 surveys.Allmarket and industry data used in this prospectus involve a number of assumptions and limitations,and you are cautioned not togive undue weight to such estimates.Although we believe the information from industry publications and other third-party sourcesincluded in this prospectus is reli

132、able,we do not guarantee the accuracy and completeness of such information.The industry inwhich we operate is subject to a high degree of uncertainty and risk due to a variety of factors,including those described in thesection titled“Risk Factors.”These and other factors could cause results to diffe

133、r materially from those expressed in the estimatesmade by the independent parties and by us.1 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that relate to our current expectations and views of future events.Theseforward-looking statements are c

134、ontained principally in the sections entitled“Prospectus Summary,”“Risk Factors,”“Use ofProceeds,”“Managements Discussion and Analysis of Financial Condition and Results of Operations,”“Industry Overview”and“Business.”These statements relate to events that involve known and unknown risks,uncertainti

135、es and other factors,includingthose listed under“Risk Factors,”which may cause our actual results,performance or achievements to be materially different fromany future results,performance or achievements expressed or implied by the forward-looking statements.In some cases,these forward-looking state

136、ments can be identified by words or phrases such as“believe,”“plan,”“expect,”“intend,”“should,”“seek,”“estimate,”“will,”“aim”and“anticipate”or other similar expressions,but these are not the exclusivemeans of identifying such statements.All statements other than statements of historical facts includ

137、ed in this document,includingthose regarding future financial position and results,business strategy,plans and objectives of management for future operations(including development plans and dividends)and statements on future industry growth are forward-looking statements.In addition,we and our repre

138、sentatives may from time to time make other oral or written statements which are forward-looking statements,including in our periodic reports that we will file with the SEC,other information sent to our shareholders and other writtenmaterials.These forward-looking statements are subject to risks,unc

139、ertainties and assumptions,certain of which are beyond our control.Inaddition,these forward-looking statements reflect our current views with respect to future events and are not a guarantee of futureperformance.Actual outcomes may differ materially from the information contained in the forward-look

140、ing statements as a resultof a number of factors,including,without limitation,the risk factors set forth in“Risk Factors”and the following:our business and operating strategies and our various measures to implement such strategies;our operations and business prospects,including development and capit

141、al expenditure plans for our existingbusiness;changes in policies,legislation,regulations or practices in the industry and place in which we operate that mayaffect our business operations;our financial condition,results of operations and dividend policy;changes in political and economic conditions a

142、nd competition in the business in which we operate;the regulatory environment and industry outlook in general;future developments in the food and beverage business and actions of our competitors;catastrophic losses from man-made or natural disasters,such as fires,floods,windstorms,earthquakes,diseas

143、es,epidemics,other adverse weather conditions or natural disasters,war,international or domestic terrorism,civildisturbances and other political or social occurrences;the loss of key personnel and the inability to replace such personnel on a timely basis or on terms acceptable tous;the overall econo

144、mic environment and general market and economic conditions in Hong Kong;our ability to execute our strategies;changes in the need for capital and the availability of financing and capital to fund those needs;our ability to anticipate and respond to changes in consumer performances,tastes and trends;

145、and legal,regulatory and other proceedings arising out of our operations.The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statementsare made in this prospectus.Except as required by law,we undertake no obligation to update or rev

146、ise publicly any forward-looking statements,whether as a result of new information,future events or otherwise,after the date on which the statements aremade or to reflect the occurrence of unanticipated events.You should read this prospectus and the documents that we reference inthis prospectus and

147、have filed as exhibits to the Registration Statement,of which this prospectus is a part,completely and with theunderstanding that our actual future results or performance may be materially different from what we expect.2 DEFINITIONS“Anti-epidemic Fund”means the six rounds of anti-epidemic fund amoun

148、ting to HK$348.47 billion granted by theHong Kong government to(i)help businesses stay afloat;(ii)keep workers in employment;(iii)relieve financial burdens of individuals and businesses;and(iv)assist the economy torecover once the Pandemic is contained.“Articles of Association”means the articles of

149、association of our Company adopted on March 8,2018,as amendedfrom time to time,a copy of which is filed as Exhibit 3.1 to this Registration Statement.“Basic Law”means the Basic Law of the Hong Kong Special Administrative Region of the PeoplesRepublic of China.“Business Day”means a day(other than a S

150、aturday,Sunday or public holiday in the U.S.)on which licensedbanks in the U.S.are generally open for normal business to the public.“BVI”means British Virgin Islands.“CAC”means the Cyberspace Administration of China.“CAGR”means compound annual growth rate.“Chicken Rice Box”means chicken rice featuri

151、ng different ingredients cooked with our Signature ChickenSauce in our own food factory,which is packed in a sealed microwavable plastic containerand frozen before it is being sold to a customer through our restaurants or online fooddelivery platforms.“China”or the“PRC”means the Peoples Republic of

152、China and only in the context of describing PRC laws,regulations,rules,regulatory authority and other legal or tax matters in this prospectus,excludes special administrative regions of Hong Kong,the Macau Special AdministrativeRegion and Taiwan.“Companies Act”means the Companies Act(as revised)of th

153、e Cayman Islands,as amended,supplemented orotherwise modified from time to time.“Companies Ordinance”means the Companies Ordinance(Chapter 622 of the Laws of Hong Kong),as amended,supplemented or otherwise modified from time to time.“Company”,“the Company”,or“ourCompany”means The Great Restaurant De

154、velopment Holdings Limited,a company incorporated inthe Cayman Islands as an exempted company with limited liability on March 8,2018.“COVID-19”means the novel strain of coronavirus identified in 2019,an infectious virus causing severeacute respiratory syndrome,which was deemed a pandemic by the Worl

155、d HealthOrganization.“COVID-19 Business and PremisesRegulation”means Prevention and Control of Disease(Requirements and Directions)(Business andPremises)Regulation(Chapter 599F of the Laws of Hong Kong),as amended,supplemented or otherwise modified from time to time.“COVID-19 Catering BusinessPremis

156、es Directions”means directions issued by the Secretary FH under the COVID-19 Business and PremisesRegulation which are applicable to catering business premises for preventing,protectingagainst,delaying or otherwise controlling the incidence or transmission of COVID-19 inHong Kong,which covers the mo

157、de of operation of the business or activity of any cateringbusiness premises,the closing of any catering business premises and the opening hours ofany catering business premises.3 “CSRC”means the China Securities Regulatory Commission.“Director(s)”means the director(s)of our Company.“Dutiable Commod

158、ities(Liquor)Regulations”means the Dutiable Commodities(Liquor)Regulations(Chapter 109B of the Laws of HongKong),as amended,supplemented or otherwise modified from time to time.“Dutiable Commodities Ordinance”means the Dutiable Commodities Ordinance(Chapter 109 of the Laws of Hong Kong),asamended,su

159、pplemented or otherwise modified from time to time.“Electronic Payment”means an instant electronic payment made via a mobile payment app(including Alipay,WeChat Pay,BoC Pay and PayMe)or a reusable contactless stored value smart card knownas“Octopus”in Hong Kong.“Employees CompensationOrdinance”means

160、 the Employees Compensation Ordinance(Chapter 282 of the Laws of Hong Kong),as amended,supplemented or otherwise modified from time to time.“Employment Ordinance”means the Employment Ordinance(Chapter 57 of the Laws of Hong Kong,as amended,supplemented or otherwise modified from time to time).“Envir

161、onmental ProtectionDepartment”means the Environmental Protection Department of Hong Kong.“Exchange Act”means the United States Securities Exchange Act of 1934,as amended.“FEHD”means the Food and Environmental Hygiene Department of Hong Kong.“FINRA”means Financial Industry Regulatory Authority,Inc.“F

162、ire Services Department”means the Hong Kong Fire Services Department.“First Grade”or“OperatingSubsidiary”means First Grade Group(H.K.)Company Limited,a company incorporated in Hong Kongwith limited liability on April 12,2011 and an indirect wholly-owned subsidiary of ourCompany.“Food Business Regula

163、tion”means the Food Business Regulation(Chapter 132X of the Laws of Hong Kong),asamended,supplemented or otherwise modified from time to time.“Frost&Sullivan”means Frost&Sullivan Limited,an independent business consulting firm.“Frost&Sullivan Report”means the market research report commissioned by u

164、s and prepared by Frost&Sullivan.“Group,”“our Group,”“we”or“us”means our Company and our subsidiaries,including our Operating Subsidiary.“HK$,”“Hong Kong dollars”or“HKdollars”means Hong Kong dollars,the lawful currency of Hong Kong.“Hong Kong”or“HK”means the Hong Kong Special Administrative Region o

165、f the PRC,comprising the HongKong Island,the Kowloon Peninsula and the New Territories.“Independent Third Party(ies)”means a person or company who or which is independent of and is not a 5%beneficialowner(as defined in Rule 13d-3 promulgated under the Exchange Act)of,does not controland is not contr

166、olled by or under common control with any 5%owner and is not the spouseor descendant(by birth or adoption)of any 5%beneficial owner of the Company.4 “Liquor Licensing Board”means the Liquor Licensing Board of Hong Kong.“Listing”means the listing of our Ordinary Shares on the Nasdaq Capital Market or

167、 other nationalsecurities exchange.“Mandatory Provident Fund SchemesOrdinance”means the Mandatory Provident Fund Schemes Ordinance(Chapter 485 of the Laws ofHong Kong),as amended,supplemented or otherwise modified from time to time.“Memorandum of Association”or“Memorandum”means the memorandum of ass

168、ociation of our Company adopted on March 8,2018 asamended by special resolutions of the Company dated August 2,2023 and November-,2024 and as supplemented,amended or otherwise modified from time to time,a copy ofwhich is filed as Exhibit 3.1 to our Registration Statement of which this prospectus for

169、ms apart.“Memorandum and Articles ofAssociation”means the Memorandum of Association and the Articles of Association.“Minimum Wage Ordinance”means the Minimum Wage Ordinance(Chapter 608 of the Laws of Hong Kong),asamended,supplemented or otherwise modified from time to time.“MPF”means mandatory provi

170、dent fund to be contributed by an employer in accordance with theMandatory Provident Fund Schemes Ordinance.“MPF Authority”means the Mandatory Provident Fund Scheme Authority of Hong Kong.“Mr.Chu”means Mr.Tak Wah Chu,Co-chairman and an executive Director of our Company.“Mr.Law”means Mr.Siu Ming Law,

171、Co-chairman,Chief Executive Officer and an executive Directorof our Company.“Offering”means the offer of Ordinary Share by our Company and the Selling Shareholder pursuant tothis prospectus.“Ordinary Shares”means ordinary share(s)with par value of US$0.00005 per share in the share capital of ourComp

172、any.“Pandemic”means the pandemic of COVID-19 which persisted from early 2020 to late 2022.“POS System”means our point-of-sale system which captures our customers spending data,includingtime and date of meal,quantities of each menu item sold,drinks consumption and means ofpayment.“Prevention and Cont

173、rol of DiseaseOrdinance”means the Prevention and Control of Disease Ordinance(Chapter 599 of the Laws of HongKong),as amended,supplemented,or otherwise modified from time to time.“Public Health and Municipal ServicesOrdinance”means the Public Health and Municipal Services Ordinance(Chapter 132 of th

174、e Laws ofHong Kong),as amended,supplemented or modified from time to time.“Regulation S”means Regulation S under the U.S.Securities Act.“Sarbanes Oxley Act”means The Sarbanes-Oxley Act of 2002.“SEC”means the United States Securities and Exchange Commission.5 “Secretary FH”means the Secretary for Foo

175、d and Health in Hong Kong.“Signature Chicken Sauce”means our self-formulated and homemade signature chicken sauce,which can be servedwith different level of spiciness according to the taste preference of our customers.“Sincere Virtue”or“SellingShareholder”or“ControllingShareholder”means Sincere Virt

176、ue Limited,a company incorporated in the BVI with limited liability onJanuary 15,2018 and owned as to 50%by Mr.Law and 50%by Mr.Chu,being an existingshareholder of our Company that is selling a portion of its Ordinary Shares pursuant to thisprospectus.“Specialty Chicken Hotpot”means our signature ch

177、icken hotpot which is first served as a chicken claypot dish cookedwith our Signature Chicken Sauce and the leftovers of which,plus any refills of ourSignature Chicken Sauce,may be used at the customers option as a soup base to cookhis/her selected raw ingredients as a self-serve hotpot.“U.S.”,“Unit

178、ed States”or“US”means the United States of America.“US$”or“U.S.dollars”means United States dollars,the lawful currency of the United States of America.“U.S.GAAP”means the generally accepted accounting principles in the United States of America.“U.S.Securities Act”means the United States Securities A

179、ct of 1933,as amended.“VIE”means variable interest entity.“Water Pollution Control Ordinance”means the Water Pollution Control Ordinance(Chapter 358 of the Laws of Hong Kong),asamended,supplemented or modified from time to time.“West Image”means West Image Limited,a BVI business company incorporated

180、 in the BVI with limitedliability on January 2,2013 and our direct wholly-owned subsidiary.6 PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus.This summary may not contain all of the informationthat may be important to you,and we urge you to read this enti

181、re prospectus carefully,including the“Risk Factors,”“Business”and“Managements Discussion and Analysis of Financial Condition and Results of Operations”sections and our consolidatedfinancial statements and notes to those statements,included elsewhere in this prospectus,before deciding to invest in ou

182、r OrdinaryShares.This prospectus includes forward-looking statements that involve risks and uncertainties.See“Special Note RegardingForward-Looking Statements.”Unless otherwise indicated,all information in this prospectus assumes no exercise of theunderwriters over-allotment option.Overview We opera

183、te a multi-award-winning Chinese restaurant chain and specialize in various types of Specialty Chicken Hotpot under thebrand name“The Great Restaurant(一品雞煲火鍋)”in Hong Kong.As of the date of this prospectus,we operate seven restaurantsin our chain,out of which three are located in the New Territories

184、,three in the Kowloon Peninsula and one on Hong Kong Island.We have over 12 years of experience in the restaurant services industry in Hong Kong and utilize one food factory to support ouroperations.Corporate Structure We were incorporated in the Cayman Islands on March 8,2018.Our registered office

185、in the Cayman Islands is at Cricket Square,Hutchins Drive,P.O.Box 2681,Grand Cayman,KY1-1111,Cayman Islands.Our principal executive office is at Ground Floor and1st Floor,No.73 Chung On Street,Tsuen Wan,New Territories,Hong Kong.Our telephone number is+852 2487 3337.Ourwebsite address is https:/theg

186、reatrestaurant.neocities.org.The information contained on our website does not form part of thisprospectus.Our agent for service of process in the United States is Cogency Global Inc.,122 East 42nd Street,18th Floor,NewYork,NY 10168.The chart below sets out our corporate structure as of the date of

187、this prospectus.A description of our principal subsidiary is set out below.First Grade was incorporated in Hong Kong as a private company limited by shares on April 12,2011.Since May 2011,First Gradehas been owned directly or indirectly as to 50%by Mr.Law and 50%by Mr.Chu.Following an internal group

188、 reorganizationcompleted in March 2019,First Grade became our indirect wholly-owned subsidiary.Since its incorporation,First Grade has beenoperating our restaurants under the brand“The Great Restaurant(一品雞煲火鍋)”.Investors in our Ordinary Shares should be aware that they will not and may never directl

189、y hold equity interests in the Hong Kongoperating subsidiary,First Grade,but rather purchasing equity solely in our Cayman Islands holding company,The GreatRestaurant Development Holdings Limited.Our Competitive Strengths Strong brand recognition in the hotpot restaurant market in Hong Kong We opera

190、te a multi-award-winning Chinese restaurant chain that specializes in various types of Specialty Chicken Hotpot under thebrand name“The Great Restaurant(一品雞煲火鍋)”in Hong Kong.With our over 13 years of operating history,we believe thatwe have built our“The Great Restaurant(一品雞煲火鍋)”brand name to repres

191、ent high-quality specialty chicken hotpot dining inHong Kong among locals and tourists.We have received the various awards over the years that reflect our market recognition inHong Kong.Strategic locations of our restaurants and food factory Our locations are either strategically located on the stre

192、et level with high pedestrian traffic or in the basements/lower floors ofshopping malls or commercial buildings with direct access by private stairways or escalators from the street level with featureconspicuous signages of our“The Great Restaurant(一品雞煲火鍋)”brand name.Moreover,we have opened our rest

193、aurantstorefronts in a variety of locales,all of which are densely populated middle-income residential or mixed commercial andresidential districts in Hong Kong.Our Specialty Chicken Hotpots,Signature Chicken Sauce and our strong commitment to food quality Specialty Chicken Hotpot We created the con

194、cept of our signature Specialty Chicken Hotpot.This dish incorporates the combination of a claypot dish and aself-serve hotpot,both of which are popular and used in traditional Chinese cuisine.We believe combining both the claypot dishand self-serve hotpot is a modern and fresh take on traditional C

195、hinese cuisine that is equally intriguing as it is delicious.Webelieve our success lies in the novelty of our Specialty Chicken Hotpots and the iconic taste of our self-formulated and homemadeSignature Chicken Sauce.Fresh and quality food We endeavor to use fresh ingredients as much as possible.Ther

196、efore,we generally arrange for our suppliers to directly deliver allfresh ingredients to our restaurants for preservation of freshness.7 We deploy an efficient and standardized operations management system We believe our standardized operations and efficient management system have enabled us to cont

197、rol our operation costs,maximizeprofitability,achieve economies of scale,maintain quality control and establish a scalable business model,as evidenced by ourgrowth to date.Our standardized and efficient operations primarily consist of the following elements:Our food factory Our standardized quality

198、control system and menu Our POS System Our Comprehensive staff training Established and stable relationship with our major suppliers As of the date of this prospectus,we maintained established business relationship for an average of over eight years with our fivelargest suppliers during the years en

199、ded December 31,2022 and 2023.Our established and stable business relationships with ourmajor suppliers enable us to secure continuous,timely and steady supply of quality food ingredients at commercially viable prices.This supply of high-quality ingredients enables us to offer stable,safe and fresh

200、food offerings to our customers at an affordableprice.A team of experienced managerial personnel Our executive Directors and members of senior management are highly experienced in the catering services industry and restaurantmanagement.Our Group was founded in 2011 by Mr.Law and Mr.Chu who we believ

201、e have been instrumental in the growth anddevelopment of our Group over our 13 years of operations.Mr.Wong Ka Wah,our culinary director,who has over 41 years ofexperience in the catering services industry,is responsible for the creation of new dishes and control of output quality.Similarly,Mr.Lo Tun

202、g Ming,our executive chef,is critical to our operations due to his over 17 years of experience in the catering servicesindustry.To that end,he is in charge of the daily operation of our food factory,the procurement of ingredients and managing ourrelationship with the suppliers.Further,Ms.Weng Shulin

203、g,our general manager,who has over 17 years of experience in thecatering services industry,is responsible for overseeing the daily operation of our restaurants.All of them joined our Group sinceour founding in 2011 and have established good rapport with our executive Directors.Our Growth Strategies

204、We intend to leverage our successful track record,our brand image and the experience of our management team to facilitate anexpansion plan that we believe will increase our share in the hotpot restaurant market in Hong Kong.To this end,we intend toimplement the following strategic growth strategies:

205、expand our restaurant network;expand the production and/or sales channels of our peripheral food products including our Chicken Rice Boxes;set up a new food factory encompassing an automatic production line for our Chicken Rice Boxes and a training center;enhance our brand awareness in Hong Kong and

206、 Southeast Asia;set up a new head office;invest in service and system upgrade to improve operational efficiency;andredesign and refurbish our existing restaurants.Our auditor has expressed substantial doubt about our ability to continue as a going concern.The audited financial statements for the fis

207、cal years ended December 31,2022 and 2023 contain an explanatory paragraphregarding substantial doubt about our ability to continue as a going concern based upon our working capital deficits for the yearsended December 31,2022 and December 31,2023.Our ability to continue as a going concern is depend

208、ent on obtaining necessaryfinancing or negotiating terms of existing short-term liabilities to meet our current and future liquidity needs.As such anuncertainty exists that may cast significant doubt on our ability to continue as a going concern.The audited consolidated financialstatements for fisca

209、l year ended December 31,2023 do not include any adjustments that might result from the outcome of thisuncertainty.This going concern opinion could materially limit our ability to raise additional funds through the issuance of equity ordebt securities or otherwise.As of June 30,2024,December 31,2022

210、 and 2023,although the Company had a working capital deficit in an amount of$3,183,004,$3,919,681 and$2,200,980,respectively,it generated a positive cash flow from its operating activities in an amount of$586,772,$1,604,499 and$4,146,154,respectively.As of the date of this prospectus,the Company has

211、 monthly repayments ofbank borrowings of approximately$35,000,and will continue to borrow a renewable 3-month revolving loan in the amount ofHK$2.5 million from the bank.Therefore,the amount of new borrowings to fund our operations in the next 12 months isapproximately HK$10 million(US$1.28 million)

212、.The Company does not expect to incur other borrowings in this period.To sustain its ability to support the Companys operating activities,the Company will supplement its sources of funding throughcash and cash equivalent generated from operations and seeking financing via the offering.Based on the a

213、bove considerations,management believes that the Company has sufficient funds to meet its operating and capitalexpenditure needs and obligations in the next 12 months.Corporate Information We were incorporated in the Cayman Islands on March 8,2018.Our registered office in the Cayman Islands is locat

214、ed at CricketSquare,Hutchins Drive,P.O.Box 2681,Grand Cayman,KY1-1111,Cayman Islands.Our administrative office is located atGround Floor and 1st Floor,No.73 Chung On Street,Tsuen Wan,New Territories,Hong Kong.Our telephone number is+8522487 3337.Our website address is https:/thegreatrestaurant.neoci

215、ties.org.The information contained on our website(https:/thegreatrestaurant.neocities.org)does not form part of this prospectus.Our agent for service of process in the United Statesis Cogency Global Inc.,122 East 42nd Street,18th Floor,New York,NY 10168.8 Transfers of Cash to and From Our Subsidiari

216、es Our business is primarily conducted through our indirectly wholly-owned HK subsidiary,First Grade.The Cayman Islands holdingcompany will rely on dividends paid by its subsidiaries,West Image,our wholly-owned BVI subsidiary and the latters wholly-owned HK subsidiary,First Grade,for our Companys wo

217、rking capital and cash needs,including the funds necessary to pay anydividends.Our Company and West Image are Cayman Islands and BVI holding companies,respectively.Only First Grade operatesin HK.During the normal course of our business,cash is maintained by our Operating Subsidiary,First Grade,in 23

218、 separate Hong KongDollar bank accounts and one foreign currency savings account in HK.For the six months ended June 30,2023 and 2024,the financial years ended December 31,2022 and 2023,the Company has paiddividends in the amounts of$499,058,$1,395,961,$374,136 and$2,872,134,respectively,to offset t

219、he current accounts withdirectors and related parties.However,there has not been any additional transfers,dividends,or distributions between the holdingcompany,our Company,its subsidiaries,or to its investors.If we decide to pay dividends on any of our Ordinary Shares,as aholding company,we will dep

220、end on the receipt of funds from our Operating Subsidiary through dividend payments.We arepermitted under the laws of the Cayman Islands to provide funding to our Operating Subsidiary through loans and/or capitalcontributions without restriction on the amount of the funds loaned or contributed.We cu

221、rrently intend to retain all of our available funds and future earnings,if any,for the operation and expansion of our businessand do not anticipate declaring or paying any dividends in the foreseeable future.Any future determination related to our dividendpolicy will be made at the discretion of our

222、 board of directors after considering our financial condition,results of operations,capitalrequirements,contractual requirements,business prospects and other factors the board of directors deems relevant,and subject tothe restrictions contained in any future financing instruments.Investors in our Or

223、dinary Shares should note that,to the extent cash in the business is in Hong Kong or a Hong Kong entity,thefunds may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition ofrestrictions and limitations on the ability of First Grade by the

224、 PRC government to transfer cash.Cayman Islands.Subject to the Cayman Act and our Memorandum and Articles of Association,our board of Directors may declaredividends and distributions on our Ordinary Shares and authorize payment of the dividends or distributions out of the funds of theCompany.No divi

225、dend or distribution shall be paid except out of our realized or unrealized profits,or out of our share premiumaccount unless immediately following the payment we are able to pay our debts as they fall due in the ordinary course of business.Under Cayman Islands law,a Cayman Islands company may pay a

226、 dividend out of either its profit or share premium account,provided that in no circumstances may a dividend be paid if such payment would result in the company being unable to pay itsdebts as they fall due in the ordinary course of business.British Virgin Islands.Under BVI law,the board of director

227、s of our BVI subsidiary may authorize payment of a dividend to itsshareholders as such time and of such an amount as they determine if they are satisfied on reasonable grounds that immediatelyfollowing the dividend the value of our assets will exceed our liabilities and we will be able to pay our de

228、bts as they become due.Hong Kong.Under Hong Kong law,dividends may only be paid out of distributable profits(that is,accumulated realized profitsless accumulated realized losses)or other distributable reserves.Dividends cannot be paid out of share capital.There are norestrictions or limitations unde

229、r the laws of Hong Kong imposed on the conversion of HK dollars into foreign currencies and theremittance of currencies out of Hong Kong,nor is there any restriction on foreign exchange to transfer cash between the Companyand its subsidiaries,across borders and to U.S.investors,nor are there any res

230、trictions or limitations on distributing earnings fromour business and subsidiaries to the Company and U.S.investors.Under the current practice of the Inland Revenue Department ofHong Kong,no tax is payable in Hong Kong in respect of dividends paid by us.For more information,see“Dividend Policy,”“Ri

231、sk Factors”,“Summary Consolidated Financial and Data”and“ConsolidatedStatements of Changes in Shareholders Equity”in the Report of the independent registered public accounting firm.9 Risks and Challenges Investing in our Ordinary Shares involves risks.You should carefully read and consider all of th

232、e information contained in thisprospectus(including in“Risk Factors,”“Managements Discussion and Analysis of Financial Condition and Results ofOperations”and our consolidated financial statements and the notes thereto)before making an investment decision.The riskssummarized below are qualified by re

233、ference to“Risk Factors”beginning on page 19 of this prospectus,which you shouldcarefully consider before making a decision to invest in our Ordinary Shares.If any of these risks actually occurs,our business,financial condition or results of operations would likely be materially adversely affected.I

234、n such case,the trading price of ourOrdinary Shares would likely decline,and you may lose all or part of your investment.In reviewing this prospectus,you shouldbear in mind that past results are no guarantee of future performance.See“Cautionary Statement Regarding Forward-LookingStatements”for a dis

235、cussion of forward-looking statements,and the significance of forward-looking statements in the context ofthis prospectus.The following is a summary of what our management views as our most significant risk factors:Risks Relating to Our Business and Industry Risks and uncertainties relating to our b

236、usiness,beginning on page 19 of this prospectus,include but are not limited to thefollowing:Our success depends significantly on the markets recognition of our brand,and if we are not able to maintain orenhance our brand recognition,our business,financial condition and results of operations may be m

237、aterially andadversely affected.See“Risk Factors Risks Relating to Our Business and Industry Our business dependssignificantly on market recognition of our brand and recipes.Measures taken to prevent intellectual propertyinfringement or taken to protect our recipes may be insufficient”on page 22.Our

238、 auditor has expressed substantial doubt about our ability to continue as a goingconcern.See“Risk Factors Risks Relating to Our Business and Industry Ourauditor has expressed substantial doubt about our ability to continue as a goingconcern”on page 19.Health-related outbreaks amounting to diseases a

239、s well as negative publicity relating to such incidents may fromtime to time adversely affect our financial condition and results of operations in the future.See“Risk Factors Risks Relating to Our Business and Industry Health-related outbreaks amounting to epidemics and/orpandemics of infectious or

240、contagious diseases,diseases of animals,foodborne illnesses as well as negativepublicity relating to such incidents may from time to time adversely affect our financial condition and results ofoperations in the future”on page 20.Our business is heavily dependent on the macroeconomic conditions of Ho

241、ng Kong.See“Risk Factors RisksRelating to Our Business and Industry Our business is heavily dependent on the macroeconomic conditions ofHong Kong,the overall economic growth of which could adversely affect our business”on page 21.Our current restaurant locations or rental rates may become unattracti

242、ve may affect our expansion plan.See“Risk Factors Risks Relating to Our Business and Industry Our current restaurant locations or rental ratesmay become unattractive and the lack of new suitable locations on commercially viable terms,or any increase inrental costs may result in a failure to renew th

243、e existing tenancy agreements of our leased properties or a failureto seek new premises elsewhere for existing and new restaurants,and/or may affect our expansion plan”on page21.Our success depends on our key management personnel and experienced and capable personnel,as well as ourability to attract

244、,motivate and retain a sufficient number of capable employees.See“Risk Factors RisksRelating to Our Business and Industry Our success depends on our key management personnel and experiencedand capable personnel,as well as our ability to attract,motivate and retain a sufficient number of capableemplo

245、yees”on page 23.The hotpot restaurant market in Hong Kong is highly competitive.Risks Relating to Doing Business in the Jurisdiction in which our Operating Subsidiary Operates Risks and uncertainties relating to doing business in the jurisdiction in which our Operating Subsidiary operates,beginning

246、on page27 of this prospectus,include but are not limited to the following:Through long arm provisions under the current PRC laws and regulations,the PRC government may exercisesignificant oversight over the conduct of our business,which could result in a material change in our operationsand/or the v

247、alue of our Ordinary Shares.Changes in the policies,regulations and rules and the enforcement oflaws of the Chinese government may also occur and our assertions and beliefs of the risk imposed by the PRClegal and regulatory system cannot be certain.See“Risk Factors Risks Relating to Doing Business i

248、n theJurisdiction in which our Operating Subsidiary Operates Through long arm provisions under the current PRClaws and regulations,the PRC government may exercise significant oversight over the conduct of our business,which could result in a material change in our operations and/or the value of our

249、Ordinary Shares.Changes in thepolicies,regulations and rules and the enforcement of laws of the Chinese government may also occur and ourassertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain”on page 27.In light of the PRC governments recent expansion of

250、authority in Hong Kong,there are risks and uncertaintieswhich we cannot foresee for the time being,and the PRC laws and regulations and the enforcement of such thatapply or are to be applied to Hong Kong can change quickly with little or no advance notice.The PRCgovernment may intervene or influence

251、 the operations of our Operating Subsidiaries at any time or may exertmore oversight and control over offerings conducted overseas and/or foreign investment in Hong Kong-based issuers,which could result in a material change in the operations and/or the value of the securities we areregistering for s

252、ale,which could significantly limit or completely hinder our ability to offer or continue to offersecurities to investors and cause the value of such securities to significantly decline or be worthless.See“RiskFactors Risks Relating to Doing Business in the Jurisdiction in which our Operating Subsid

253、iary Operates TheHong Kong legal system is subject to uncertainties in the interpretation and enforcement of PRC laws andregulations,which could change at any time with little advance notice and could limit the legal protectionsavailable to our Operating Subsidiary”on page 31,“If the PRC government

254、chooses to extend the oversight andcontrol over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers toHong Kong-based issuers,such action may significantly limit or completely hinder our ability to offer orcontinue to offer Ordinary Shares to investors and

255、 cause the value of our Ordinary Shares to significantly declineor be worthless”on page 30,and“The Hong Kong legal system is subject to uncertainties in the interpretationand enforcement of PRC laws and regulations,which could change at any time with little advance notice andcould limit the legal pr

256、otections available to our Operating Subsidiary”on page 31.We may become subject to a variety of PRC laws and other regulations regarding data protection orcybersecurity,and any failure to comply with applicable laws and regulations could have a material and adverseeffect on our business,financial c

257、ondition,and results of operations.See“Risk Factors Risks Relating to DoingBusiness in the Jurisdiction in which our Operating Subsidiary Operates We may become subject to a variety ofPRC laws and other regulations regarding data protection or cybersecurity,and any failure to comply withapplicable l

258、aws and regulations could have a material and adverse effect on our business,financial condition,andresults of operations”on page 27.The Hong Kong legal system has uncertainties that could change at any time and could limit the legal protectionsavailable to our Operating Subsidiary.See“Risk Factors

259、Risks Relating to Doing Business in the Jurisdiction inwhich our Operating Subsidiary Operates The Hong Kong legal system is subject to uncertainties in theinterpretation and enforcement of PRC laws and regulations,which could change at any time with little advancenotice and could limit the legal pr

260、otections available to our Operating Subsidiary”on page 31.10 We may be affected by adverse changes in the political,economic,regulatory or social conditions in Hong Kongand in the countries in which we and our customers and suppliers operate.See“Risk Factors Risks Relating toDoing Business in the J

261、urisdiction in which our Operating Subsidiary Operates We may be affected by adversechanges in the political,economic,regulatory or social conditions in Hong Kong and in the countries in whichwe and our customers and suppliers operate”on page 31.HK and PRCs legal systems are evolving and have uncert

262、ainties that could limit the legal protection available toyou and us.See“Risk Factors Risks Relating to Doing Business in the Jurisdiction in which our OperatingSubsidiary Operates HK and PRCs legal systems are evolving and have uncertainties that could limit the legalprotection available to you and

263、 us”on page 31 and“We may become subject to a variety of PRC laws and otherregulations regarding data protection or cybersecurity,and any failure to comply with applicable laws andregulations could have a material and adverse effect on our business,financial condition and results ofoperations”on pag

264、e 27.Risks Relating to Our Initial Public Offering and Ownership of Our Ordinary Shares Risks and uncertainties relating to our securities and this Offering,beginning on page 34 of this prospectus,include but are notlimited to the following:The market price of our Ordinary Shares may be volatile or

265、may decline regardless of our operating performance,and could result in significant losses and you may not be able to resell your shares at or above the initial publicoffering price.Because we may not expect to pay dividends in the foreseeable future,you may rely on price appreciation of ourOrdinary

266、 Shares for a return on your investment.There is no guarantee that the funds will be available outside of Hong Kong due to interventions in or theimposition of restrictions and limitations imposed by the PRC government to transfer cash.Because our public offering price is substantially higher than o

267、ur net tangible book value per Ordinary Share,youwill experience immediate and substantial dilution.As a company incorporated in the Cayman Islands,we are permitted to adopt certain home country practices inrelation to corporate governance matters that differ significantly from the Nasdaq corporate

268、governance listingstandards.These practices may afford less protection to shareholders than they would enjoy if we complied fullywith the Nasdaq corporate governance listing standards.You may face difficulties in protecting your interests,and your ability to protect your rights through U.S.courtsmay

269、 be limited,because we are incorporated under Cayman Islands law.Because we are a Cayman Islands company and all of our business is conducted in HK,you may be unable tobring an action against us or our officers and directors or to enforce any judgment you may obtain.We are an“emerging growth company

270、,”and we cannot be certain if the reduced reporting requirementsapplicable to emerging growth companies will make our Ordinary Shares less attractive to investors.We are a foreign private issuer within the meaning of the rules under the Exchange Act,and as such we areexempt from certain provisions a

271、pplicable to United States domestic public companies.Holding Foreign Companies Accountable Act(the“HFCAA”)The HFCAA states that if the SEC determines that a company has filed audit reports issued by a registered public accounting firmthat has not been subject to inspection by the PCAOB for two conse

272、cutive years beginning in 2021,the SEC shall prohibit thecompanys shares from being traded on a national securities exchange or in the over-the-counter trading market in the UnitedStates.On March 24,2021,the SEC adopted interim final rules relating to the implementation of certain disclosure and doc

273、umentationrequirements of the HFCAA.A company will be required to comply with these rules if the SEC identifies it as having a“non-inspection”year under a process to be subsequently established by the SEC.The SEC is assessing how to implement otherrequirements of the HFCAA,including the listing and

274、trading prohibitions requirements described above.11 On June 22,2021,the U.S.Senate passed a bill which,if passed by the U.S.House of Representatives and signed into law,wouldreduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three yea

275、rsto two years.On December 2,2021,the SEC issued amendments to finalize rules implementing the submission and disclosure requirements inthe HFCAA.The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by aregistered public accounting firm

276、that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigatecompletely because of a position taken by an authority in foreign jurisdictions.On December 16,2021,PCAOB announced the PCAOB HFCAA determinations(the“PCAOB determinations”)relating to thePCAOBs inability to

277、inspect or investigate completely registered public accounting firms headquartered in the PRC or HongKong,a Special Administrative Region and dependency of the PRC,because of a position taken by one or more authorities in thePRC or Hong Kong.On December 29,2022,legislation titled“Consolidated Approp

278、riations Act,2023”(the“Consolidated Appropriations Act”)wassigned into law by President Biden,which contained,among other things,an identical provision to the Accelerating HoldingForeign Companies Accountable Act and amended the HFCAA by requiring the SEC to prohibit an issuers securities from tradi

279、ngon any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three,thusreducing the time period for triggering the prohibition on trading.Our auditor,WWC,P.C.,the independent registered public accounting firm that issues the audit report includ

280、ed in this prospectus,as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB,is subject to laws inthe United States pursuant to which the PCAOB conducts regular inspections to assess WWC,P.C.s compliance with applicableprofessional standards.WWC

281、,P.C.is headquartered in the United States of America and has been inspected by the PCAOB on aregular basis,with the last inspection in December 2021.Therefore,we believe that,as of the date of this prospectus,our auditor isnot subject to the PCAOB determinations.See“Risks Relating to Doing Business

282、 in the Jurisdiction in which our OperatingSubsidiary Operates-A recent joint statement by the SEC and the PCAOB,rule changes by Nasdaq,and the HFCAA all call foradditional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors,espec

283、ially the non-U.S.auditors who are not inspected by the PCAOB.These developments could add uncertainties to ourOffering”on page 32.The delisting of our Ordinary Shares,or the threat of their being delisted,may materially and adverselyaffect the value of your investment.We cannot assure you whether t

284、he Nasdaq or other regulatory authorities will apply additionalor more stringent criteria to us.Such uncertainty could cause the market price of our Ordinary Shares to be materially andadversely affected.On August 26,2022,the PCAOB signed a Statement of Protocol with the CSRC and the Ministry of Fin

285、ance of the PRC,taking thefirst step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered inmainland China and Hong Kong completely,consistent with U.S.law.It includes three provisions that,if abided by,would grantthe PCAOB complete access f

286、or the first time:(1)the PCAOB has sole discretion to select the firms,audit engagements andpotential violations it inspects and investigates without consultation with,nor input from,Chinese authorities;(2)procedures arein place for PCAOB inspectors and investigators to view complete audit work pape

287、rs with all information included and for thePCAOB to retain information as needed;and(3)the PCAOB has direct access to interview and take testimony from all personnelassociated with the audits the PCAOB inspects or investigates.Recent Regulatory Development in the PRC Hong Kong is a special administ

288、rative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected inthe Basic Law of the Hong Kong Special Administrative Region,or the Basic Law,which is a national law of the PRC and theconstitutional document for Hong Kong.The Basic Law provides Hong Kong with a high de

289、gree of autonomy and executive,legislative and independent judicial powers,including that of final adjudication under the principle of“one country,two systems.”However,there is no assurance that there will not be any changes in the economic,political and legal environment in Hong Kong inthe future.I

290、f there is a significant change to current political arrangements between Mainland China and Hong Kong,companiesoperating in Hong Kong may face similar regulatory risks as those operated in the PRC,including their ability to offer securities toinvestors,list their securities on a U.S.or other foreig

291、n exchange,and conduct their business or accept foreign investment.In lightof PRC governments recent expansion of authority in Hong Kong,there are risks and uncertainties which we cannot foresee forthe time being,and rules,regulations and the enforcement of laws in the PRC can change quickly with li

292、ttle or no advance notice.The PRC government may intervene or influence the current and future operations in Hong Kong at any time or may exert moreoversight and control over offerings conducted overseas and/or foreign investment in issuers like ourselves,which couldsignificantly limit or completely

293、 hinder our ability to offer or continue to offer securities to investors and cause the value of suchsecurities to significantly decline or be worthless.Recently,the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areasin China,includ

294、ing cracking down on certain illegal activities in the securities market,enhancing supervision over Chinese-basedcompanies listed overseas using a VIE structure,adopting new measures to extend the scope of cybersecurity reviews,andexpanding efforts in anti-monopoly enforcement.For example,on June 10

295、,2021,the Standing Committee of the National Peoples Congress enacted the PRC Data Security Law,which took effect on September 1,2021.The law requires data collection to be conducted in a legitimate and proper manner,andstipulates that,for the purpose of data protection,data processing activities mu

296、st be conducted based on data classification andhierarchical protection system for data security.12 On July 6,2021,the General Office of the Communist Party of China Central Committee and the General Office of the StateCouncil jointly issued a document to crack down on certain illegal activities in

297、the securities markets to promote the high-qualitydevelopment of the capital markets,which,among other things,requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,to enhance supervision over Chinese-based companies listedover

298、seas,and to establish and improve the system of extraterritorial application of the PRC securities laws.On August 20,2021,the 30th meeting of the Standing Committee of the 13th National Peoples Congress voted and passed the“Personal Information Protection Law of the Peoples Republic of China,”or“PRC

299、 Personal Information Protection Law,”whichbecame effective on November 1,2021.The PRC Personal Information Protection Law applies to the circumstances thatprocessing of personal information of natural persons within the territory of China and that is carried out outside of China where(1)such proces

300、sing is for the purpose of providing products or services for natural persons within China,(2)such processing is toanalyze or evaluate the behavior of natural persons within China,or(3)there are any other circumstances stipulated by related lawsand administrative regulations.On 17 February 2023,the

301、CSRC issued the Trial Overseas Listing Measures which came into effect on March 31,2023.Under theTrial Overseas Listing Measures,a domestic enterprise conducting overseas issuance and listing(includes direct and indirectoverseas issuance and listing)shall conduct and complete relevant filing procedu

302、res with the CSRC.Any overseas issuance andlisting conducted by an issuer that concurrently meets the following conditions shall be determined as indirect overseas issuanceand listing by a domestic enterprise:(i)50%or more of its operating revenue,total profit,total assets or net assets as recorded

303、in itsaudited consolidated financial statements for the most recent financial year is being accounted for by domestic companies;and(ii)the main parts of its business activities are conducted in mainland China,its principal places of business are located in mainlandChina,or the senior management in c

304、harge of its business operation and management are mostly Chinese citizens or domiciled inmainland China.On December 28,2021,the CAC jointly with the relevant authorities formally published Measures for Cybersecurity Review(2021)which took effect on February 15,2022,replacing the former Measures for

305、 Cybersecurity Review(2020)issued on April13,2020.Measures for Cybersecurity Review(2021)stipulates that operators of critical information infrastructure purchasingnetwork products and services,and online platform operators(together with the operators of critical information infrastructure,the“Opera

306、tors”)carrying out data processing activities that affect or may affect national security,shall conduct a cybersecurity review,and any online platform operator who controls more than one million users personal information must undergo a cybersecurityreview by the cybersecurity review office if it se

307、eks to be listed in a foreign country.Our Operating Subsidiary may collect and store certain data(including certain personal information)from our customers,who maybe PRC individuals,in connection with our business and operations and for“Know Your Customer”purposes(to combat moneylaundering).Given th

308、at(1)our Operating Subsidiary is incorporated in Hong Kong and is located in Hong Kong,(2)we have nosubsidiary,VIE structure or any direct operations in mainland China,and(3)pursuant to the Basic Law,which is a national law ofthe PRC and the constitutional document for Hong Kong,national laws of the

309、 PRC shall not be applied in Hong Kong,except forthose listed in Annex III of the Basic Law(which is confined to laws relating to defense and foreign affairs,as well as other mattersoutside the autonomy of Hong Kong),we do not currently expect the Measures for Cybersecurity Review(2021),the PRC Pers

310、onalInformation Protection Law and the Trial Overseas Listing Measures to have an impact on our business,operations or this Offering,as we do not believe that our Operating Subsidiary would be deemed to be an“Operator”that is required to file for cybersecurityreview before listing in the United Stat

311、es,because(i)our Operating Subsidiary was incorporated in Hong Kong and operate inHong Kong without any subsidiary or VIE structure in mainland China and each of the Measures for Cybersecurity Review(2021),the PRC Personal Information Protection Law and the Trial Overseas Listing Measures remains un

312、clear whether it shall be appliedto a company based in Hong Kong;(ii)as of date of this prospectus,our Operating Subsidiary has in aggregate collected and storedpersonal information of less than one million users,and that data processed in our business does not have a bearing on nationalsecurity and

313、 thus may not be classified as core or important data by the authorities;(iii)all of the data our Operating Subsidiary hascollected is stored in servers located in Hong Kong;and(iv)as of the date of this prospectus,our Operating Subsidiary has notbeen informed by any PRC governmental authority of an

314、y requirement that it files for a cybersecurity review or a CSRC review.13 Our PRC counsel,Beijing Dacheng Law Offices,LLP(Shenzhen)(formerly a member of Dentons),fromwhom we will receive an opinion attached to this prospectus as Exhibit 5.3,has opined that theMeasures for Cybersecurity Review(2021)

315、,PRC Data Security Law,the PRC Personal InformationProtection Law(“PIPL”),the Trial Overseas Listing Measures currently do not have an impact onour business,operations or this offering,nor do we or our Operating Subsidiary in Hong Kong arecovered by permission requirements from the CAC that is requi

316、red to approve our OperatingSubsidiarys operations and our Offering,as our Operating Subsidiary will not be deemed to be an“Operator”or a“data processor”that is required to file for cybersecurity review before listingin the UnitedStates for the following reasons:(i)our Operating Subsidiary was incor

317、porated inHongKong and operate only in HongKong without any subsidiary or VIE structure in Mainland Chinaand each of the Measures for Cybersecurity Review(2021),the PIPL,the Trial Overseas ListingMeasures do not clearly provide whether it shall be applied to a company based in Hong Kong;(ii)as of da

318、te of this prospectus,our Operating Subsidiaries has not collected and storedpersonal information of Mainland China individuals;(iii)all of the data our Operating Subsidiaryhave collected is stored in servers located in HongKong,and we do not place any reliance oncollection and processing of any per

319、sonal information to maintain our business operation;(iv)asof the date of this prospectus,our Operating Subsidiary has not been informed by any PRCgovernmental authority of any requirement that it files for a CSRC review,nor received any inquiry,notice,warning,or sanction in such respect initiated b

320、y the CAC or related governmental regulatoryauthorities;and(v)data processed in our business should not have a bearing on national securitynor affect or may affect national security,and we have not been notified by any authorities ofbeing classified as an Operator.Moreover,according to Robertsons,ou

321、r Hong Kong counsel,and theiropinion which will be attached to this prospectus as Exhibit 5.2,pursuant to the Basic Law,PRClaws and regulations shall not be applied in HongKong except for those listed in AnnexIII of theBasic Law(which is confined to laws relating to national defense,foreign affairs

322、and other mattersthat are not within the scope of autonomy).Therefore,based on the PRC laws and regulationseffective as of the date of this prospectus and subject to interpretations of these laws andregulations that may be adopted by PRC government authorities,neither we nor our OperatingSubsidiary

323、in HongKong is currently required to obtain any permission or approval from the PRCgovernment authorities,including the CSRC and CAC,to operate our business,list on the U.S.exchanges,or offer the securities to foreign investors.As of the date of this prospectus,neitherwe nor our Operating Subsidiary

324、 has ever applied for any such permission or approval.However,since these statements and regulatory actions are new,it is highly uncertain how soon the legislative or administrativeregulation-making bodies will respond and what existing or new laws or regulations or detailed implementations andinter

325、pretations will be modified or promulgated,if any.It is also highly uncertain what the potential impact such modified or newlaws and regulations will have on the daily business operations of our Operating Subsidiary,its ability to accept foreigninvestments and the listing of our Ordinary Shares on U

326、.S.or other foreign exchanges.There remains significant uncertainty in theinterpretation and enforcement of relevant PRC cybersecurity laws and regulations.If any of our Operating Subsidiary is deemed tobe an“Operator,”or if the Trial Overseas Listing Measures,Measures for Cybersecurity Review(2021)

327、or the PIPL becomesapplicable to our Operating Subsidiary,the business operation of our Operating Subsidiary and the listing of our Ordinary Shares inthe United States could be subject to the CACs cybersecurity review or CSRC Overseas Issuance and Listing review in the future.If the applicable laws,

328、regulations,or interpretations change and our Operating Subsidiary becomes subject to the CAC or CSRCreview,we cannot assure you that our Operating Subsidiary will be able to comply with the regulatory requirements in all respectsand our current practice of collecting and processing personal informa

329、tion may be ordered to be rectified or terminated byregulatory authorities.Robertsons will address in an Exhibit 5.2 opinion that,besides the business registration license,generalrestaurant license,liquor license,water pollution control license and food factory license,which are required by certain

330、Hong Kongauthorities from our Operating Subsidiary,we are currently not subject to any other permissions or approvals requirements from theCSRC,CAC or any other governmental agency to list our securities to investors and on U.S exchanges or to have our operationsapproved.However,if our subsidiaries

331、or the holding company were required to obtain approval in the future and were deniedpermission from Chinese or Hong Kong authorities to list on U.S.exchanges,we will not be able to continue listing on U.S.exchange,which would materially affect the interest of the investors.For example,if First Grad

332、e(i)does not receive or maintainsuch permissions or approvals,(ii)inadvertently concludes that such permissions or approvals are not required,or(iii)applicablelaws,regulations,or interpretations change and we are required to obtain such permissions or approvals in the future,or if theHong Kong or PR

333、C government disallows our holding company structure,these actions would likely result in a material change inour operations,including our ability to continue our existing holding company structure,carry on First Grades current business,accept foreign investments,and offer or continue to offer securities of our Company to its investors.Furthermore,if our OperatingSubsidiary fails to receive or mai